<PAGE>

                                                                    EXHIBIT 10.4

        ATTACHMENT A, EFFECTIVE DATE MAY 11, 1999 ("IWCF ATTACHMENT A")
    TO INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT")
                               DATED MAY 11, 1999

Customer:   CompuCom Systems, Inc.

I. Fees, Rates and Repayment Terms:

     (A)  Credit Facilities:  The aggregate of the following:

          Inventory Financing Availability of Seventy-Five Million Dollars
          ($75,000,000) plus

                Working Capital Financing ("Revolver") Availability of Two
          Hundred Twenty-Five Million Dollars ($225,000,000) which amount shall
          reduce to Two Hundred Million Dollars ($200,000,000) one hundred and
          twenty (120) days after the date hereof and shall further reduce to
          One Hundred and Seventy-Five Million ($175,000,000) on the first
          anniversary hereof;

     (B)  Borrowing Base:


          (ia) effective through and including 150 days form the date hereof;
          70% of the amount equal to the amount of Customer's Eligible Accounts
          other than Concentration Accounts as of the date of determination as
          reflected in the Customer's most recent Collateral Management Report
          minus the outstanding amount of the Series 1999-1 Certificateholders'
          Interest and any other outstanding interest in the Trust as of the
          same date;

          (ib) effective on and after 151 days from the date hereof: 50% of the
          amount equal to the amount of Customer's Eligible Accounts other than
          Concentration Accounts as of the date of determination as reflected in
          the Customer's most recent Collateral Management Report minus the
          outstanding amount of the Series 1999-1 Certificateholders' Interest
          and any other outstanding interest in the Trust as of the same date;

          (ii) a percentage, determined from time to time by IBM Credit in its
          sole discretion, of the amount of Customer's Concentration Accounts
          for a specific Concentration Account Debtor as of the date of
          determination as reflected in the Customer's most recent Collateral
          Management Report; unless otherwise notified by IBM Credit, in
          writing, the percentage for Concentration Accounts for a specific
          Concentration Account Debtor shall be the same as the percentage set
          forth in paragraph (IA) or (ibi) as applicable of the Borrowing Base;


     Notwithstanding the terms of Section 3.1(W) of the Agreement, Accounts
     arising from incentive payments, rebates, discounts and refunds which are
     (i) verifiable by Authorized Suppliers, and (ii) payable by Authorized
     Suppliers by check to the Lockbox will be deemed to be Eligible Accounts.


          (iii) 100% of verifiable receivables due from IBM and IBM Credit which
          are less than 90 days from the date of invoice;

                                       1
<PAGE>

          (iv) 100% of the Customer's inventory in the Customer's possession as
          of the date of determination as reflected in the Customer's most
          recent Collateral Management Report constituting Products (other than
          service parts) financed through a Product Advance by IBM Credit,
          provided, however, IBM Credit has a first priority security interest
          in such Products and such Products are in new and in un-opened boxes.
          The value to be assigned to such inventory shall be based upon the
          Authorized Supplier's invoice price to Customer for Products net of
          all applicable price reduction credits;

          (v) 40% of eligible inventory not financed by IBM Credit and
          unencumbered by liens;

          (vi) 85% of verifiable vendor credits from Hewlett-Packard Company and
          Compaq Computer Corporation which credits shall be payable in cash
          through Customer's Loackbox, not subject to offset. and shall be less
          than 90 days from date of invoice; and

          (vii) 20% of unencumbered fixed assets net of leasehold improvements
          thereon.

     (C)  Collateral Insurance Amount:    Two Hundred and Fifty Million Dollars
                                          ($250,000,000.00)


     (D)  A/R Finance Charge:

          (i)   PRO Advance Charge:       LIBOR Rate plus 1.75%

          (ii)  WCO Advance Charge:       LIBOR Rate plus 1.75%

          (iii) Takeout Advance Charge:   LIBOR Rate plus 1.75%

     (E)  Delinquency Fee Rate:           Prime Rate plus 6.500%

     (F)  Shortfall Transaction Fee:      Shortfall Amount multiplied by 0.30%

          (G)  Free Financing Period Exclusion Fee:  For each Product Advance
          made by IBM Credit pursuant to Customer's financing plan where there
          is no Free Financing Period associated with such Product Advance there
          will be a fee equal to the Free Financing Period Exclusion Fee. For a
          30 day payment plan when Prime Rate is 7.75% the Free Financing Period
          Exclusion Fee is 1.0675% of the invoice amount. This fee will vary by
          .0125% with each .25% change in Prime Rate (e.g. Prime Rate of 7.25%,
          the charge is 1.0425% of the invoice amount). The fee accrues as of
          the Date of the Note and is payable as stated in the billing
          Statement.

     (H)  Other Charges:

          (i)   Unused Facility Fee:      0.25% on the daily average unused
                                          portion of the Revolver payable
                                          quarterly in arrears.
          (ii)  Annual Facility Fee:      $   50,000.00
          (iii) Closing Fee:              $1,075,000.00
          (iv)  Commitment Fee:           $   50,000.00
                (v)   Prepayment Fee:     In the event that the Customer in its
          sole discretion terminates the Revolver prior to the third anniversary
          of the closing date, a fee in an amount equal to the amount of the
          Revolver in effect as of the date of notice of termination, multiplied
          by (x) from the closing date to the first anniversary thereof, one

                                       2
<PAGE>

          percent (1.00%), (y) from the first anniversary thereof to the second
          anniversary thereof, one half percent (0.50%), and (z) thereafter, one
          quarter of one percent (0.25%).

II. Bank Account

     A)  Customer's Lockbox(es) and Special Account(s) will be maintained at the
         following Bank(s):

     Name of Bank: ___________________________________________________________

     Address: ________________________________________________________________

     _________________________________________________________________________

     Phone:  _________________________________________________________________

     Lockbox Address: ________________________________________________________

     Special Account #: ______________________________________________________



     Name of Bank: ___________________________________________________________

     Address: ________________________________________________________________

     _________________________________________________________________________

     Phone:   ________________________________________________________________

     Lockbox Address: ________________________________________________________

     Special Account #: ______________________________________________________


III. Financial Covenants:

Definitions: The following terms shall have the following respective meanings in
this Attachment A. All amounts shall be determined in accordance with generally
accepted accounting principles (GAAP).

     "Current" shall mean within the on-going twelve month period.

     "Current Assets" shall mean assets that are cash or expected to become cash
     within the on-going twelve months.

     "EBITDA" for any period shall mean Net Profit after Tax adjusted by adding
     thereto the amount of Interest Charges and all amortization of intangibles,
     taxes, depreciation, extraordinary losses, and other non-cash charges that
     were deducted in arriving at Net Income for such period and deducting any
     extraordinary gains that were included in arriving at Net Income after Tax.

     "Current Liabilities" shall mean payment obligations resulting from past or
     current transactions that require settlement within the on-going twelve
     month period.  All indebtedness to IBM Credit other

                                       3
<PAGE>

     than amounts outstanding pursuant to the Revolver shall be considered a
     Current Liability for purposes of determining compliance with the Financial
     Covenants.

     "Long Term" shall mean beyond the on-going twelve month period.

     "Long Term Assets" shall mean assets that take longer than a year to be
     converted to cash.  They are divided into four categories: tangible assets,
     investments, intangibles and other.

     "Long Term Debt" shall mean payment obligations of indebtedness which
     mature more than twelve months from the date of determination, or mature
     within twelve months from such date but are renewable or extendible at the
     option of the debtor to a date more than twelve months from the date of
     determination and specifically including all amounts outstanding to IBM
     Credit pursuant to the Revolver.

     "Net Profit after Tax" shall mean Revenue plus all other income, minus all
     costs, including applicable taxes.

     "Revenue" shall mean the monetary expression of the aggregate of products
     or services transferred by an enterprise to its customers for which said
     customers have paid or are obligated to pay, plus other income as allowed.

     "Subordinated Debt" shall mean Customer's indebtedness to third parties
     which in accordance with its terms shall rank junior in priority to the
     indebtedness of Customer to IBM Credit.

     "Tangible Net Worth" shall mean:

          Total Net Worth minus;

          (a) goodwill, organizational expenses, pre-paid expenses,
          deferred charges, research and development expenses, software
          development costs, leasehold expenses, trademarks, trade names,
          copyrights, patents, patent applications, privileges, franchises,
          licenses and rights in any thereof, and other similar intangibles (but
          not including contract rights) and other current and non-current
          assets as identified in Customer's financial statements; and

          (b) all accounts receivable from employees, officers, directors,
          stockholders and affiliates; and

          (c) all callable/redeemable preferred stock.

     "Total Assets" shall mean the total of Current Assets and Long Term Assets.

     "Total Liabilities" shall mean the Current Liabilities and Long Term Debt
     less Subordinated Debt, resulting from past or current transactions, that
     require settlement in the future.

     "Total Net Worth" (the amount of owner's or stockholder's ownership in an
     enterprise) is equal to Total Assets minus Total Liabilities plus
     Subordinated Debt.

     "Working Capital" shall mean Current Assets minus Current Liabilities.

Customer will be required to maintain the following financial ratios,
percentages and amounts as of the last day of the fiscal quarter under review by
IBM Credit:

     (a) Current Assets to Current Liabilities ratio equal to or greater than
         1.7:1.0;

     (b) Net Profit after Tax to Revenue percentage equal to or greater than:

                                       4
<PAGE>

             0.0% for the fiscal quarter from April 1, 1999 to June 30, 1999;
             0.2% for the fiscal year to date period ending September 30, 1999;
             0.5% for the fiscal year from January 1, 1999 to December 31, 1999;
             0.7% for each reportable fiscal quarter thereafter on a trailing
             four quarter basis provided that the Net Profit after Tax to
             Revenue percentage for each of those four quarters shall be equal
             to or greater than 0.0%

     (c) Funded Indebtedness to EBITDA ratio equal to or less than 4.5:1.0;

     (d) Tangible Net Worth equal to or greater than $110 Million Dollars plus
         75% of Net Profit after Tax plus 100% of the proceeds received from the
         placement of additional equity;

     (e) Loans to officers shall at no time exceed the aggregate amount of
         $7,000,000;

     (f) Capital expenditures shall not exceed the aggregate amount of
         $15,000,000 in any one fiscal year; and

     (g) Permitted Investments shall not exceed from the date hereof the
         aggregate amount of $5,000,000 plus equity investments held by Customer
         as of the date hereof in; E-Certify, Inc., Global Serve Computer
         Services, Ltd., and Gateway______.

IV. Additional Conditions Precedent Pursuant to Section 5.1 (K) of the
Agreement:

     Executed Contingent Blocked Account Amendment;

     Executed Blocked Account Amendment;

     Executed Waiver of Landlord Lien for all premises in which a landlord has
     the right of levy for rent;

     Fiscal year-end financial statements of Customer as of end of Customer's
     prior fiscal year audited by an independent certified public accountant;

     A Certificate of Location of Collateral whereby the Customer certifies
     where Customer presently keeps or sells inventory, equipment and other
     tangible Collateral;

     Subordination or Intercreditor Agreements from all creditors having a lien
     which is superior to IBM Credit in any assets that IBM Credit relies on to
     satisfy Customer's obligations to IBM Credit;

     Listing of all creditors providing accounts receivable financing to
     Customer;

     A Collateral Management Report in the form of Attachment F as of the
     Closing Date;

     A Compliance Certificate as to Customer's compliance with the financial
     covenants set forth in Attachment A as of the last fiscal month of Customer
     for which financial statements have been published;

     An Opinion of Counsel substantially in the form and substance of Attachment
     H whereby the Customer's counsel states his or her opinion about the
     execution, delivery and performance of the Agreement and other documents by
     the Customer;

                                       5
<PAGE>

     A Corporate Secretary's Certificate substantially in the form and substance
     of Attachment I certifying to, among other items, the resolutions of
     Customer's Board of Directors authorizing     borrowing by Customer;

     Termination or release of Uniform Commercial Code filing by another
     creditor as required by IBM   Credit;

     A copy of an all-risk insurance certificate pursuant to Section 7.8 (B) of
     the Agreement;

     Executed Letter of Direction;

     Executed Letter of Notification;

     Executed Acknowledgement of Payment and Termination from NationsBank;


                              IWCF ATTACHMENT B TO
      INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT")


Customer: CompuCom Systems, Inc.

I.   Liens.


II.  Locations of Offices, Records and  Inventory.

     (A) Principal Place of Business and Chief Executive Office

     (B) Locations of Assets, Inventory and Equipment (including warehouses)

-----------------------------------------------------------------------
                   Location                       Leased (Y/N)
-----------------------------------------------------------------------


III. Fictitious Names.


IV.  Organization.

                                       6
<PAGE>

(A)  Subsidiaries

                Name            Jurisdiction           Owner          Percent
                                                                       Owned

                                       7
<PAGE>

(B)  Affiliates

                     Name                           Capacity





V.   Judgments or Litigation.



VI.  Environmental Matters.



VII. Indebtedness.

                                       8
<PAGE>

                               IWCF ATTACHMENT C
      INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT")


                             COMPLIANCE CERTIFICATE


TO:  IBM CREDIT CORPORATION
     1500 RiverEdge Parkway
     Atlanta, Georgia 30328



          The undersigned authorized officers of CompuCom Systems, Inc.
("CompuCom") hereby certify on behalf of the Customer, with respect to the
Inventory and Working Capital Financing Agreement executed by and between
CompuCom and IBM Credit Corporation ("IBM Credit") on ______________, 19__, as
amended from time to time (the "Agreement"), that (A) CompuCom has been in
compliance for the period from ______________, 19__ to _________ ____, 19__ with
the financial covenants set forth in Attachment A to the Agreement, as
demonstrated below, and (B) no Default has occurred and is continuing as of the
date hereof, except, in either case, as set forth below.  All capitalized terms
used herein and not otherwise defined shall have the meanings assigned to them
in the Agreement.


I.  Financial Covenants.


FINANCIAL COVENANTS                            REQUIRED                 ACTUAL
-------------------                            --------                 ------

Current Assets to Current Liabilities

Net Profit After Tax to Revenue

Funded Indebtedness to EBITDA

Minimum Tangible Net Worth Dollars



II.  Calculation of Tangible Net Worth.


Total Assets MINUS Total Liabilities
                                        _______________________


        LESS:

                goodwill                        _______________________

                organizational expenses         _______________________

                                       9
<PAGE>

                pre-paid expenses               _______________________

                deferred charges, etc.          _______________________

                leasehold expenses              _______________________

                all other                       _______________________

                callable/redeemable
                  preferred stock               _______________________

                officer, employee, director,
                  stockholder and affiliate
                  receivables                   _______________________


                Total Tangible Net Worth
                                                =======================


          Attached hereto are Financial Statements as of and for the end of the
fiscal _____________ ended on the applicable date, as required by Section 7.1 of
the Inventory and Working Capital Financing Agreement.


Submitted by:

CompuCom Systems, Inc.


By:______________________________________

Print Name:______________________________

Title:___________________________________

                                       10
<PAGE>

                              IWCF ATTACHMENT D TO
      INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT')

                             Takeout Advance Option


IWCF TAKEOUT ADVANCE Schedule of Repayments for CompuCom Systems, Inc.

Not Applicable at this time.

                                       11
<PAGE>

                              IWCF ATTACHMENT E TO
      INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT")

Customer: CompuCom Systems, Inc.


                              AUTHORIZED SUPPLIERS


                                       12
<PAGE>

                             IWCF ATTACHMENT F TO
     INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT')

                            CompuCom Systems, Inc.
                      Collateral Management Report (CMR)
                            Accounts as of: (Date)

COLLATERAL STATUS

<TABLE>
<CAPTION>
                                            Sub. Coll         Gross               Advance        Net
                                            Values            Collateral             %           Collateral
                                            --------------------------------- ------------------------------
<S>                                        <C>              <C>                 <C>             <C>
1.  Previous assigned A/R balance:                            $ _____________
    (previous CMR line 4) Date: __/__/__
2.  Additions to A/R (2A+B):                                  $ ___________________________________________
         A. New Billings                      $
         B. Adjustments                       $
3. Deductions from A/R (3A+B+C):                             ($ _____)_____________________
         A. Cash Receipts                     $
         B. Credits                           $
         C. Adjustments                       $
4.  New Assigned A/R balance (1+2-3):                         $
5.  A/R Aging Report (Date: __/__/__)                         $
            * * New Assigned A/R Balance and A/R Aging Report (Lines 4 and 5) must equal each other* *
==================================================================================================================
6.  Less Adjustments:                         $
         A. Unapplied Cash                    $
         B. Other                             $
7.  Adj. assigned A/R balance (4-6):                          $
8.  Less Ineligible A/R:                                      $
         A. A/R Over 90 Days                  $
         B. 50% Rule                          $
         C. Contra Accts (A/P Offset)         $
         D. Other                             $
         E. __________________                $
         F. __________________                $
         G. __________________                $
         H. __________________                $
         I.  Securitization A/R               $
9.  Total A/R Eligible Collateral:                            $_______________%______$
    (Line 7 - Line 8  X  Advance Rate)
10. Other A/R Collateral
         A. __________________                                $_______________%______$
         B. __________________                                $_______________%______$
11. Inventory Collateral                                      $_______________%______$
    A. IBM Credit Financed Eligible Inventory                 $_______________%______$
    B. __________________                                     $_______________%______$
    C. __________________                                     $_______________%______$
12. Other Collateral
         A. RMA                                               $_______________%______$
         B. Price Protection                                  $_______________%______$
         C. __________________                                $_______________%______$
         D. __________________                                $_______________%______$
13. Total Net Eligible Collateral (9+10+11+12)                                       $
</TABLE>

                                       13
<PAGE>

LOAN STATUS

<TABLE>
<CAPTION>
                                    Sub  Value                 Gross Value               Net Value
                                   -------------------------------------------------------------------
<S>                                 <C>                     <C>                    <C>
1.  Net IBM Credit Outstandings
     (1A-B-C-D-E-F-G-H-I+J)                                            $
         A. Gross IBM Credit
              Outstandings (RFS)            $
     Less:
         B. Suspense                        ($______________________)
         C. Disputes                        ($______________________)
         D. In Transit (___ Days)           ($______________________)
         E. QSL / QLA                       ($______________________)
         F. Other                           ($______________________)
         G. _________________               ($______________________)
         H. _________________               ($______________________)
         I.   _________________             ($______________________)
     Plus:
         J. Product Received Not
             Billed (RNB)                   $
2.  Funds in Lockbox  (2A+B)                                           $
         A. Cleared Funds
              (transferred not posted)      $
         B. Unavailable Funds (float)       $
3.  Loan Balance (Line1 - Line 2)                                      $
4.  Collateral Excess / Shortfall
     Collateral line 13 - Loan line 3):
      (Loan balance available)                                         $
5.  Advances from IBM Credit to Customer
     (5A+B+C)                                                          $___________
         A. Cash Adv. from Lockbox  $
         B. Cash Adv. from IBM Credit       $
         C. WCO Cash Advance                $
6.  New Adjusted O/S Balance (3+5)                                     $
7.  Remaining Credit Line Availability
     (Collateral line 13 - Loan line 6)                                                         $
8.  WCO Payment Advance                                       $

Signatures:
</TABLE>

______________________________________________
Authorized Customer Signature        (Date)

______________________________________________
IBM Credit Corporation               (Date)

The above officer or delegated individual of CompuCom Systems, Inc. certifies
that he/she is authorized to provide this information on behalf of CompuCom
Systems, Inc. and agrees that to the best of his/her knowledge the information
is accurate.

                                       14
<PAGE>

                             IWCF ATTACHMENT G TO
     INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT')


                     CERTIFICATE OF LOCATION OF COLLATERAL


         The undersigned, the (insert title of office held) of CompuCom Systems,
Inc. ("CompuCom"), hereby certifies with reference to the Inventory and Working
Capital Financing Agreement, dated (insert date Agreement signed), between
CompuCom and IBM Credit Corporation as follows:

         (a) The following are all the locations where CompuCom presently keeps
or sells inventory, equipment or other tangible Collateral:

                         LOCATION                        LEASE (YES/NO)











         IN WITNESS WHEREOF, I have hereunto set my hand this day
of______________________, 19__ .


CompuCom Systems, Inc.

By:__________________________

Title:_______________________

                                       15
<PAGE>

                                 ATTACHMENT H


                      {LETTERHEAD OF CUSTOMER'S COUNSEL}

                                    (DATE}


IBM Credit Corporation
1500 RiverEdge Parkway
Atlanta, Georgia  30328

         Re:  CompuCom Systems, Inc.


Ladies and Gentlemen:


         We have acted as counsel for CompuCom Systems, Inc., a ____________
corporation (the "Borrower") in connection with (A) the execution and delivery
of that certain Inventory and Working Capital Financing Agreement, dated as of
________________, 19___ (the "Financing Agreement"), by and among the Borrower
and IBM Credit Corporation ("IBM Credit"), and (B) the other agreements,
instruments, and documents executed and delivered by the Borrower in connection
with the Financing Agreement. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings ascribed to such terms in the Financing
Agreement.

         In this connection, we have examined the following documents:

         (i)   The Certificate of Incorporation and the By-laws of the Borrower,
each as amended to date;

         (ii)  The records of the proceedings taken by the Board of Directors of
the Borrower in connection with the execution, delivery, and performance of the
Financing Documents to which they are a party (as defined below);

         (iii) The Financing Agreement;

         (iv)  The Contingent Blocked Account Amendment;

         (v)   Acknowledgement copies of the UCC-1 Financing Statements listed
on Exhibit A hereto (the "Financing Statements") executed by the Borrower naming
it as Debtor and IBM Credit as Secured Party and filed in the offices set forth
on Exhibit A;

         (vi)  {Additional Documents if necessary}

         The documents referred to in clauses (iii) through (vi) above are
hereinafter referred to as the Financing Documents.

         In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents, and, regarding documents
executed by parties other than the Borrower,

                                       16
<PAGE>

that those parties had the power and the capacity to enter into, execute,
deliver and perform all obligations under such documents, the due authorization
of all requisite action with respect to such documents, and the validity and
binding effect of such documents upon such other parties.

         As to any facts material to this opinion, we have relied upon the
representations and warranties of the Borrower contained in each of the
Financing Documents, and in certificates delivered by the Borrower pursuant to
each of the Financing Documents, statements, and representations of officers and
other representatives of the Borrower, and, as to the matters addressed therein,
certificates or correspondence from public officials. For purposes of the
opinion set forth in Paragraph 4, the term "Material Contracts" means the
agreements and instruments to which the Borrower is subject which have been
identified to us by officers of the Borrower and set forth on Exhibit B hereto
as the agreements and instruments which are material to the business or
financial condition of the Borrower; and the term "Material Orders" means those
orders and decrees to which the Borrower is subject which have been identified
to us by officers of the Borrower and set forth in Exhibit C hereto as the
orders and decrees, agreements, and instruments which are material to the
business or financial condition of the Borrower.

         As used herein, the term "UCC" refers to the Uniform Commercial Code as
in effect in the State of New York.

         We are members of the bar in the State of ______________ and express no
opinion as to the laws of any other jurisdiction except the General Corporation
Law of the State of ____________ and the federal laws of the United States of
America.

         Based on the foregoing, and subject to the assumptions and
qualifications set forth herein, we are of the opinion that:

         1. Borrower is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and is
duly qualified and authorized to do business and in good standing as a foreign
corporation in each jurisdiction where, to our knowledge, it presently is
engaged in business and is required to be qualified.

         2. Borrower has all requisite corporate power and authority (a) to own,
lease, and operate its properties and assets and to carry on its business as now
being conducted; and (b) to execute, delivery, and performance of the Financing
Documents to which it is a party.

         3. All corporate action on the part of the Borrower requisite for the
execution, delivery, and performance of the Financing Documents to which it is a
party has been duly taken.

         4. The execution, delivery, and performance by the Borrower of the
Financing Documents to which it is a party will not (a) violate, be in conflict
with, result in the breach of, or constitute (with due notice or lapse of time,
or both) a default under (i) the Certificate of Incorporation or By-laws of
Borrower or any resolution of its Board of Directors or any committee thereof,
(ii) any Material Contract, or (iii) any federal or state law (including,
without limitation, environmental or occupational health, and safety law),
regulation, rule, Material Order, or legal requirement of any federal, state, or
public authority or agency applicable to Borrower; or (b) result in the creation
or imposition of a lien of any nature whatsoever upon any of the Borrower's
property or assets other than as represented by the Financing Documents.

         5. Borrower has obtained any and all consents, approvals, or other
authorizations required to be obtained pursuant to its Certificate of
Incorporation and By-laws in connection with the execution, delivery, and
performance of the Financing Documents. No consent, approval, or authorization
of or by any court, administrative agency, other governmental authority, or any
other Person is required in connection with

                                       17
<PAGE>

the execution, delivery, and performance by the Borrower of the Financing
Documents that has not already been obtained.

         6. To our knowledge, there are no actions, proceedings, or
investigations pending or threatened against the Borrower which question the
validity of the Financing Documents to which it is a party or relating to the
transactions contemplated thereby.

         7. Each of the Financing Documents has been duly executed and delivered
by duly authorized officer of the Borrower and constitutes the legal, valid, and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, except that, in each case, (i) enforcement may be
subject to and limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or other laws now or hereafter in effect relating to creditors'
rights generally, (ii) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought, and
(iii) certain of the remedial provisions including waivers with respect to the
exercise of remedies against the Collateral contained in the Financing Documents
may be unenforceable in whole or in part, but the inclusion of such provisions
does not affect the validity of the Financing Documents, each taken as a whole
and, the Financing Documents, each taken as a whole, contain adequate remedial
provisions for the practical realization of the security purported to be
afforded thereby.

         8. The Financing Agreement is effective to create in favor of IBM
Credit a valid security interest within the meaning of the UCC in the Collateral
as security for the obligations purported to be secured thereby; and (ii) the
Financing Statements are in appropriate form and upon filing in the state where
Customer's principal place of business and chief executive office is located
will result in a perfected security interest (as such term is defined in Section
9-303 of the UCC) of IBM Credit in the Collateral in which security interests to
which Article 9 of the UCC applies.

         9. Borrower is not an "investment company" or a company "controlled" by
an "investment company," within the meaning of the Investment Company Act of
1940, as amended.

         This opinion is rendered solely to and for the benefit of IBM Credit in
connection with the execution and delivery of the Financing Documents and may
not be relied upon by any other person, firm, or corporation without our prior
written consent, except that it may be furnished to any prospective purchaser of
a participation in the rights of IBM Credit and may be furnished to and relied
upon by any Person which hereafter acquires such a participation.

         This opinion is limited to laws as currently in effect on the date
hereto and to the facts as they currently exist. We assume no obligation to
revise, supplement or otherwise update this opinion.


                                                Very truly yours,

                                       18
<PAGE>

                                   EXHIBIT A

                           UCC-1 FINANCING STATEMENT

                                       19
<PAGE>

                                   EXHIBIT B

                              MATERIAL CONTRACTS

                                       20
<PAGE>

                                   EXHIBIT C

                                MATERIAL ORDERS

                                       21
<PAGE>

                                 ATTACHMENT I


              CORPORATE SECRETARY'S CERTIFICATE AS TO RESOLUTIONS
                     AUTHORIZING BORROWING BY CORPORATION


IBM CREDIT CORPORATION
1500 RiverEdge Parkway
Atlanta, Georgia  30328

         I, ______________________, certify that I am the Secretary of CompuCom
Systems, Inc. ("Customer") and that I am custodian of the Customer's
organizational books and records, including the minutes of the meetings of the
Customer's Board of Directors. I further certify as follows:

         1. Customer is a corporation organized under the laws of the State of
_________________, and has its principal place of business at
_______________________________________________________
________________________________________________________________________.

         2. Customer is registered to conduct business or as otherwise required
in the following states and localities:

_______________________________________________________________________
_______________________________________________________________________

         3. True and complete copies of the Customer's Articles of Incorporation
and By-laws ("Governing Documents") are delivered herewith, together with all
amendments and addenda thereto as in effect on the date hereof.

         4. The following is a true, accurate and compared copy of a Resolution
(the "Resolution") adopted by the Customer's Board of Directors at a special
meeting thereof held on due notice at which there was present a quorum
authorized to adopt the Resolution and the entire proceedings of which were
proper and in accordance with the Customer's Governing Documents. The Resolution
was duly made, seconded and unanimously adopted, remains in full force and
effect and has not been revoked, annulled, amended or modified in any manner
whatsoever, and each authorization and empowerment contained in the Resolution
is permitted and proper under the Customer's Governing Documents:

         "Resolved, that:

         (a) Each executive or managing officer and agent of the Company (each
an "Authorized Person") is and shall be authorized and empowered, separately or
collectively, to obtain financing from IBM Credit Corporation, a Delaware
corporation ("IBM Credit") on behalf of the Company, from time to time, in
amounts and upon terms and conditions as such Authorized Person deems proper,
and for that purpose: (1) to execute notes, financing statements and other
evidences of the Company's indebtedness with respect thereto; (2) to enter into
financing agreements, loan agreements, security agreements, pledge agreements
and any other agreements with IBM Credit and third parties relating to the terms
and conditions upon which any such financing may be obtained and to the security
to be furnished by the Company thereof; (3) to enter into, as lessor or lessee,
or to assign or sell any interest Company may have in, any lease or similar
rental agreement; (4) to modify, supplement or amend any such agreements, any
such terms or conditions in such agreements and any such security therefor; (5)
to grant powers of attorney, (6) to pledge, assign, guarantee, mortgage,
consign, grant security interest in and otherwise transfer to IBM Credit as
collateral security for any and all debts and obligations of the Company to IBM

                                       22
<PAGE>

Credit or its affiliates, whenever and however arising, any assets of this
Company; (7) to execute and deliver any and all assignments, schedules,
transfers, endorsements, contracts, guarantees, agreements, designations,
consignments, deeds of trust, mortgages, instruments of pledge or other
instruments in respect thereof and to make remittances and payments in respect
thereof by checks, drafts or otherwise; and (8) to do and perform all other acts
and things deemed by such Authorized Person to be necessary, convenient or
proper to carry out any of the foregoing.

         (b) The authorization contained herein shall apply whether or not
proceeds of any loans or advances made at the request of any Authorized Person
shall be paid or credited by IBM Credit to the Company or shall be paid or
credited to the individual order of any affiliates of the Company or other third
party, and IBM Credit shall be under no obligation to inquire as to the
application or disposition of the proceeds of any such loan or advance.

         (c) Hereby ratified, approved, confirmed and consented to are all that
any Authorized Person has done or may do in the premises."

         5. Appearing below are the names, titles and specimen signatures of at
least two Authorized Persons, as defined in the Resolution cited in the
preceding paragraph, (list at least three such Authorized Persons):

Authorized Person(s)             Title                   Signature
     (print)                    (print)


______________________     ___________________      _______________________
______________________     ___________________      _______________________
______________________     ___________________      _______________________
______________________     ___________________      _______________________

         The foregoing is not intended to be a comprehensive or exclusive list
of the Customer's Authorized Persons. Upon request, Customer will promptly
provide to IBM Credit additional certificates containing the name, title and
specimen signature of other Authorized Persons, and IBM Credit may now and in
the future rely on the signature of any Authorized Person whether or not listed
on this or any other certificate or on the signature page(s) hereof.
Nevertheless, it is hereby certified that each name, title and signature
appearing above or on the signature page(s) hereof, is consistent with the books
and records of the Customer.

         IN WITNESS WHEREOF, I have signed this certificate this ________ day of
____________, 19___.


_______________________________

Name: _______________________________

                                       23
<PAGE>

                                 ATTACHMENT J

                     E-BUSINESS SCHEDULE A (?SCHEDULE A?)


CUSTOMER NAME: CompuCom Systems, Inc.

EFFECTIVE DATE OF THIS SCHEDULE A: ___________________________________



E-DOCUMENTS AVAILABLE TO SUPPLIERS:

Invoices

Payment Report / Remittance Advisor




E-DOCUMENTS AVAILABLE TO CUSTOMER:

Invoices

Remittance Advisor

Transactional Approval

Billing Statement

Payment Planner

Auto Cash

Statements of Transaction

Common Dispute Form

                                       24